AGREEMENT TO SELL BUSINESS

                Agreement made this _________day of _________, 20__ by 
        and between ____________________ and _____________________ (doing 
        business as _____________________.) of ________________________ 
        ____________________ (hereinafter referred to as "Seller") and 
        _________________________________ (hereinafter referred to as the  
        "Buyer").

                Whereas the Seller desires to sell and the Buyer desires 
        to buy the business of a certain _______________________ now 
        being operated at ____________________________ and known as 
        ______________________ and all assets thereof as contained in 
        Schedule "A" attached hereto, the parties hereto agree and 
        covenant as follows:

                1.  The total purchase price for all fixtures, 
        furnishings and equipment is $___________ Dollars 
        payable as follows:

                (a) $____________ paid in cash; certified or bank 
        checks, as a deposit upon execution of this Agreement, to be held 
        by ________________________.  

                (b) $___________ additional to be paid in cash, 
        certified or bank checks, at the time of passing papers.

               (c) $_________ to be paid by a note of the Buyer 
        to the Seller, bearing interest at the rate of _____ percent 
        per annum with an option of the Buyer to prepay the entire 
        outstanding obligation without penalty.  Said note shall be 
        secured by a chattel mortgage and financing statement covering 
        the property to be sold hereunder, together with any and all 
        other property acquired during the term of said note and placed 
        in or within the premises known as __________________________ 
        ____________________.

                2.  The property to be sold hereunder shall be conveyed 
        by a standard form Bill of Sale, duly executed by the Seller.

                3.  The Seller promises and agrees to convey good, clear, 
        and marketable title to all the property to be sold hereunder, 
        the same to be free and clear of all liens and encumbrances.   
        Full possession of said property will be delivered in the same 
        condition that it is now, reasonable wear and tear expected.

                4.  Consummation of the sale, with payment by the Buyer 
        of the balance of the down payment and the delivery by the 
        Seller of a Bill of Sale, will take place on or before 
        ______________,20__.

                5.  The Seller may use the purchase money, or any portion 
        thereof, to clear any encumbrances on the property transferred 
        and in the event that documents reflecting discharge of said 
        encumbrances are not available at the time of sale, the money 
        needed to effectuate such discharges shall be held by the 
        attorneys of the Buyer and Seller in escrow pending the 
        discharges.

                6.  Until the delivery of the Bill of Sale, the Seller 
        shall maintain insurance on said property in the amount that is 
        presently insured.

                7.  Operating expenses of _____________________ including 
        but not limited to rent, taxes, payroll and water shall be 
        apportioned as of the date of the passing of papers and the net 
        amount thereof shall be added to or deducted from, as the case 
        may be, the proceeds due from the Buyer at the time of delivery 
        of the Bill of Sale.

                8.  If the Buyer fails to fulfill his obligations herein, 
        all deposits made hereunder by the Buyer shall be retained by the 
        Seller as liquidated damages.

                9.  The Seller promises and agrees not to engage in the 
        same type of business as the one being sold for_______ years 
        from the time of passing, within a __________ radius of 
        ___________________________.

                10.  A Broker's fee for professional services in the 
        amount of _________________($________) Dollars is due from 
        the Seller to_________, provided and on the conditions that papers pass.

                11.  The Seller agrees that this Agreement is contingent 
        upon the following conditions:

                (a)  Buyer obtaining a Lease on the said premises or that 
        the existing Lease be assigned in writing to the Buyer.  

                (b)  Buyer obtaining the approval from the proper 
        authorities (Town and State) of the transfer of all necessary 
        licenses to the Buyer. 

                (c)  The premises shall be in the same condition, 
        reasonable wear and tear expected, on the date of passing as they 
        are currently in.

                12.  All of the terms, representations and warranties 
        shall survive the closing.  This Agreement shall bind and inure 
        to the benefit of the Seller and Buyer and their respective heirs, 
        executors, administrators, successors and assigns.

                13.  If this Agreement shall contain any term or 
        provision which shall be invalid or against public policy or if 
        the application of same is invalid or against public policy, 
        then, the remainder of this Agreement shall not be affected 
        thereby and shall remain in full force and effect.

                IN WITNESS WHEREOF, the parties hereto have caused this 
        instrument to be executed in triplicate on the day and year first 
        above written.


          ___________________________      _____________________________
          SELLER:                          BUYER:


          ___________________________      _____________________________
          SELLER:                          BROKER:
                                                        Form 329